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8 - INSPECTIONOF GOODS

9 - TERMINATION

10 - INDEMNITY

11 - RIGHTS OF ACCESS

21 - GOVERNING LAW AND JURISDICTION

20 - ENTIRE AGREEMENT

19 - NO THIRD PARTIES

18 - NOTICES

17 - WAIVER

16 - SEVERABILITY

15 - ASSIGNMENT

14 - RELATIONSHIP OF PARTIES

13 - FORCE MAJEURE

12 - INTELLECTUAL PROPERTY RIGHTS

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In this document the following words shall have the following meanings:

1.1 - "Agreement"means these Terms and Conditions together with the terms of any applicable Purchase Order;
1.2 - "Buyer" means Hadleigh Enterprises Ltd;
1.3 - "Intellectual Property Rights" means all patents, registered and unregistered designs,copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 - "Purchase Order" means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
1.5 - "Supplier"means the organisation or person who supplies goods and/or services to the Buyer;
1.6 - "Supplier Personnel" means any employee or contractor supplied by the Supplier to provide services.
2.1 - These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order.
2.2 - Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase Order. All Purchase Orders shall be subject to these Terms and Conditions.
2.3 - No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the parties.
3.1 - The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2 - An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the Purchase Order. The Buyer shall pay for the goods and/or services 60 days at the end of the month in which the goods and/or services are supplied or in which the invoice is received, whichever is the later. In no circumstances shall the time for payment be of the essence of the Agreement.
3.3 - The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
3.4 - In the event of late payment by the Buyer, the Supplier shall be entitled to charge the Buyer interest at the rate of 2% per annum above the base rate of the Bank of England, from the date when payment becomes due from day to day until the date of payment.
3.5 - If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
3.6 - Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.
4.1 - The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer,as to which the Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
4.2 - The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 months from delivery.
4.3 - Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
4.4 - Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
5.1 - Delivery of the goods shall be made to such location as the Buyer shall direct. Carriage shall be paid for by the Supplier or as other wise agreed with the Buyer. Any time agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
5.2 - Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1:
           5.2.1 - all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
           5.2.2 - all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
           5.2.3 - the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.
6.1 - The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2.
6.2 - Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
8.1 - The Buyer shall inspect the goods upon delivery.
8.2 - Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
           8.2.1 - the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
           8.2.2 - during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods;
           8.2.3 - all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
           8.2.4 - all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
           8.2.5 - the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being damaged.
8.3 - Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
           8.3.1 - all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
           8.3.2 - all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
           8.3.3 - the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4 - If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
8.5 - Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
           8.5.1 - the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
           8.5.2 - during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods;
           8.5.3 - no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
8.6 - The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the Buyer.
8.7 - The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
8.8 - The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.
9.1 - The Buyer may terminate this Agreement for any reason by providing 15 days prior written notice to the Supplier.
9.2 - The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
           9.2.1 - the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
           9.2.2 - the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
           9.2.3 - the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
           9.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or
           9.2.4 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
Further to Clause 4 and upon the Buyer providing reasonable notice, the Supplier shall (and procure that its agents and sub-contractors shall) at no additional cost to the Buyer or the Buyer’s customer:
(a) Allow the Buyer and persons authorised by the Buyer (which may include the Buyer’s customer or regulatory authorities) access to the Supplier’s permises (and those of its agents and sub-contractors) as are being used to carry out work on the Supplies in order to inspect and audit the facilities, processes and procedures used in manufacturing the Supplies:
(b) Provide to the Buyer adequate data relating to progress of work on the Supplies and their quality;
(c) Provide all necessary assistance (including, where appropriate, access to office accommodation, telephone and fax facilities) to enable the above-referenced rights to be fully exercised.
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements,arrangements, undertakings or proposals, oral or written.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
Any notice to be given by either party to the other maybe served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
The Buyer shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes,and the Buyer shall be entitled to a reasonable extension of its obligations.
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at his direction), and are found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and,on request from the Buyer, to assign to the Buyer the benefits of such insurance.

7 - RISK

6 - TITLE

5 - DELIVERY

4 - WARRANTY

3 - PRICE AND PAYMENT

2 - GENERAL

1 - DEFINITIONS

Purchasing Terms And Conditions

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